| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DISH Network CORP [ DISH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $69.73 | 07/22/2022 | D(1) | 2,500 | (2) | 04/01/2025 | Class A Common Stock | 2,500 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $46.29 | 07/22/2022 | D(1) | 15,000 | (3) | 04/01/2026 | Class A Common Stock | 15,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $62.76 | 07/22/2022 | D(1) | 25,000 | (4) | 07/01/2027 | Class A Common Stock | 25,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $47.75 | 07/22/2022 | D(1) | 50,000 | (5) | 01/01/2028 | Class A Common Stock | 50,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $33.14 | 07/22/2022 | D(1) | 40,000 | (6) | 04/01/2029 | Class A Common Stock | 40,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $34.63 | 07/22/2022 | D(1) | 10,000 | (7) | 07/01/2030 | Class A Common Stock | 10,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $20 | 07/22/2022 | A(1) | 106,500 | (8) | 07/22/2032 | Class A Common Stock | 106,500 | $0 | 106,500 | D | ||||
| Employee Stock Option (Right to Buy) | $20 | 07/22/2022 | A(1) | 36,000 | (9) | 07/22/2032 | Class A Common Stock | 36,000 | $0 | 36,000 | D | ||||
| Employee Stock Option (Right to Buy) | $35.42 | 07/22/2022 | D(1) | 100,000 | (10) | 10/01/2028 | Class A Common Stock | 100,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $20 | 07/22/2022 | A(1) | 72,671 | (11) | 07/22/2032 | Class A Common Stock | 72,671 | $0 | 72,671 | D | ||||
| Employee Stock Option (Right to Buy) | $20 | 07/22/2022 | A(1) | 27,329 | (10) | 07/22/2032 | Class A Common Stock | 27,329 | $0 | 27,329 | D | ||||
| Employee Stock Option (Right to Buy) | $31.73 | 07/22/2022 | D(1) | 40,000 | (12) | 02/01/2032 | Class A Common Stock | 40,000 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $20 | 07/22/2022 | A(1) | 40,000 | (12) | 07/22/2032 | Class A Common Stock | 40,000 | $0 | 40,000 | D | ||||
| Explanation of Responses: |
| 1. The transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated June 24, 2022, which expired on July 22, 2022 (the "Exchange"). Effective July 22, 2022, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person an identical number of options with, among other new terms, a new exercise price and an extended vesting schedule for options that are not subject to achievement of certain performance criteria. The new exercise price is $20, which is higher than the closing price per share of the Issuer's Class A Common Stock on the Nasdaq Global Select Market of $18.70 on July 22, 2022. |
| 2. The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon April 1, 2016. |
| 3. The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon April 1, 2017. |
| 4. The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon July 1, 2018. |
| 5. The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon January 1, 2019. |
| 6. The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon April 1, 2020. |
| 7. The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon July 1, 2021. |
| 8. Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on April 1, 2015 (2,500 options), April 1, 2016 (15,000 options), July 1, 2017 (25,000 options), January 1, 2018 (40,000 options), April 1, 2019 (20,000 options) and July 1, 2020 (4,000 options) for a total exchange of 106,600 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025. |
| 9. Pursuant to the Exchange, the Reporting Person exchanged the following unvested options granted on January 1, 2018 (10,000 options), April 1, 2019 (20,000 options) and July 1, 2020 (6,000 options) for a total exchange of 36,000 unvested options. The shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027. |
| 10. The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. |
| 11. Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on October 1, 2018 (72,671 options) for a total exchange of 72,671 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025. |
| 12. The grant is subject to achievement of certain performance criteria prior to December 31, 2026 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. |
| /s/ Timothy A Messner, by Brandon Ehrhart, Attorney-in-Fact | 07/26/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||